Transcription

1 The translation is intended solely for the convenience of the reader. This translation has no legal status and although every effort has been made to ensure its accuracy, the Authority does not assume any responsibility whatsoever as to its accuracy and is not bound by its contents. Only the original Hebrew text is binding and reader is advised to consult the authoritative Hebrew text in all matters which may affect them. Regulation of Investment Advice, Investment Marketing 1 and Investment Portfolio Management Law, Chapter 1: Interpretation Definitions [Amended: ] [Amended: within the framework of the "Bachar Act"] 1. in this Law: "Foreign Stock Exchange" a Stock Exchange that has received an approval in the country in which it operates from whoever is authorized by law to grant such; "Foreign Bank" corporation that was incorporated in a foreign country and that all of the following applies to it: (1) It is engaged in activity that, in Israel, requires a banking license in accordance with Banking (Licensing) Law; (2) It has received an approval from whoever is authorized by law to grant such, to engage in activity as aforesaid in Paragraph (1), and is given to supervision by whoever is authorized by law in that country; "Licensee" the holder of an investment advisor license, marketing agent license or a portfolio manager license granted under this Law; "Institutional body" management company, fund manager and insurer Convicted of an offense convicted of an offense under one of the following laws, with the exception of offenses the penalty for which is a fine only: this Law; the Regulation of Financial Services (Provident Funds) Law ; the Regulation of Financial Services (Retirement Savings Advice and Retirement Savings Marketing) Law; the Securities Law; the Joint Investments Trusts Law; the Companies Ordinance; the Banking (Licensing) Law; the Banking Ordinance, 1941; the Banking (Client Service) Law, ; the Insurance Business Supervision Law, ; the Currency Control Law, ; the Income Tax Ordinance; the Value Added Tax Law, ; the Customs Ordinance; the Trade Levies Law, Prohibition of Money Laundering Law 2000, or convicted of any other offense of a disgraceful nature; "ISA" the Israel Securities Authority as established under the Securities Law; 1 Sefer HaHukkim, 1539, 5755 ( ), p. 416 Amendments: Sefer Hachukim, 1599, 5756 ( ), p. 379; Sefer Hachukim, 1604, 5757 ( ) (Amendment 2), p. 10; Sefer Hachukim, 1614, 5757 ( ),(Amendment 3) p. 80 ; Sefer Hachukim, 1671, 5758 ( ), p. 250 Sefer Hachukim, 1823, 5762 ( ), p.98 Sefer Hachukim, 1955, 5764 ( ), p.498 Sefer Hachukim 1965, 5765 ( ), p.41 Sefer Hachukim, 2006, 5765 ( ), p. 504 Sefer Hachukim, 2020, 5765 ( ), p. 745 Sefer Hachukim, 2024, 5765 ( ), p. 840 (effective date )

2 2 "Underwriting obligation" 1 an obligation to acquire securities that are offered in a prospectus to the extent they are not acquired by the public, as defined in Securities Law ; "Affiliation" of a person to a financial asset is any of the following: (1) The financial asset is under the management of or issued by that person, (2) That person or a person acting on his/her/its behalf that is entitled, directly or indirectly, to receive a benefit or distribution fee as per Paragraph 17(B)(3) to (5), from a person other than the acquirer or a holder of a financial asset, in relation to a transaction involving the financial asset or to the continuation of its being held; for the purpose of this definition "a person" includes a person controlling that person or being controlled by either that person or the person controlling that person, an officer of one of these, an employee of one of these, or an employer of one of these; "Member of a Stock Exchange" - as defined in Paragraph 50A of the Securities Law "Corporation" - as defined in the Companies Ordinance; "Banking (Licensing) Law" - the Banking (Licensing) Law ; "Pension Advice and Marketing Law" the Regulation of Financial Services (Retirement Savings Advice and Retirement Savings Marketing) Law "Joint Investments Law" the Joint Investment in Trust Law ; "Penal Law" the Penal Law ; "Securities Law" the Securities Law ; "Regulation of Provident Funds Law" - the Regulation of Financial Services (Provident Funds) Law "Underwriter" whoever obligates himself to an underwriting obligation; "Investment advisor" or "advisor" a person who engages in investment advice "Investment advice" rendering advice to others regarding the feasibility of an investment, holding, purchase or sale of securities or of financial assets; for this purpose, advice whether direct or indirect, including by way of advertising, circulars, opinions, by mail, facsimile or any other means, except advertising by the State or by a corporation fulfilling a function under law as part of its functions; "Insurer" and "insurance agent" as defined in the Insurance Business Control Law "Structures" investment whether in trust or in any other way, that a yield or savings on it are calculated in accordance with the formula based on changes in one or several of the following: (1) Index or several indexes; (2) Securities price (one or several); (3) Commodity or commodities price; 1 According to the 2004 amendment to the Securities Law, until publication of Securities Regulations to Sections 17A,17C, 17D, and 56(c) or until a time set by them, this definition will be: "an obligation to purchase securities offered in a prospectus in the event they are not purchased by the public." 2 Sefer Hachukim, 2024, 5765, p Sefer Hachukim, 2024, 5765, p. 889

3 3 (4) Prices of options or future contracts; (5) Differences in interest rates; (6) Exchange rate or differences between different exchange rates; with the exception of investment that insures, without conditions, trust payment with adjustments in accordance with Paragraphs (1) or (2) henceforth, if investment terms stipulated, without conditions, the payment as aforesaid in Paragraph (3), merely if the choice given between the two or more subscribers will secure payment which is the higher of the two: (1) Index differences, that is not a Securities index (2) Differences in foreign exchange rates; (3) Fixed or fluctuating interest rate; Minister of Finance, in consultation with the ISA and with the approval of the Financial Committee of the Knesset, may regulate investment, aforesaid not withstanding, that is included in this definition or that is not included in it; "Fund Manager" as defined in Paragraph 4 of the Joint Investments Law; "Marketing Agent" or "Marketer" a person engaging in investment marketing; "Investment portfolio manager" or "portfolio manager" a person who is engaged in managing investment portfolios; "Blind trust" the management of investment portfolios for a client who does not have the right to give orders or instructions regarding securities or financial assets acquired, held or sold for him; "Executive officer" as defined in Chapter 4A of the Companies Ordinance; "Investment portfolio management" the effecting of transactions in the investment accounts of others on a discretionary basis; "Securities" as defined in Paragraph 1 of the Securities Law, except securities that are not listed for trading on a stock exchange, securities issued by the government and foreign securities, or as may be prescribed by the Minister of Finance in consultation with the ISA and with the consent of the Knesset Finance Committee; "Foreign securities" securities listed for trading on a foreign exchange or on a regulated foreign market or shares or units in a fund listed outside of Israel; "Financial assets" units as defined in the Joint Investments Law, options, futures contracts, structures, as well as professional training (kranot hishtalmout) funds or as prescribed by the Minister of Finance, in consultation with the ISA and with the consent of the Knesset Finance Committee; "Transaction" a transaction in securities or financial assets; 1 "Companies Ordinance" the Companies Ordinance [New Version] ; "Investment Marketing" advice rendered to others regarding the feasibility of the investment, holding, purchase or sale of securities or of financial assets by an advisor that is affiliated with a financial asset; for this purpose "advice" investment advice as defined above. "Licensed corporation" a licensee corporation under this Law; 1 Under the Interpretation Law , the word person includes a corporation.

4 4 "Associated corporation" a corporation associated with another corporation - a corporation which meets one of the following: (1) it controls the other corporation; (2) it is controlled by the other corporation; (3) another person controls it and the licensed corporation. "Savings plan" a savings plan that has received the approval of the Minister of Finance and the Knesset Finance Committee pursuant to the Encouragement of Savings, Income Tax Reductions and Guarantee of Loans Law ; "ILN" Index Linked Note as defined in the Tel Aviv Stock Exchange Regulations "Stock exchange regulations" - as defined in Paragraph 46 of the Securities Law "Bank" "foreign bank" and "banking corporation" as defined in the Banking Law (Licensing) "Management company" and "professional training funds" (kranot hishtalmout) as defined in the Regulation of Provident Funds Law "Family member", "principal shareholder", "equity", "control", "stock exchange", "holding" and "acquisition" as defined in Paragraph 1 of the Securities Law; Joint investment mutual fund, open fund, futures contract and regulated market as defined in Paragraph 1 of the Joint Investments Law; Option, futures contract as defined in Paragraph 64(b) of the Joint Investments Law; Partnership and limited partnership as defined in the Partnerships Ordinance [New Version] Chapter 2: Licensing Obligation Licensing Obligation 2. (a) No person shall engage in giving investment advice unless he is a licensed advisor; an individual licensee may engage in giving investment advice as an individual or as an employee of a company or of a partnership that is a licensed advisor or licensed portfolio manager that also engages in advice, or as an employee or partner of a partnership that is a licensed advisor. (b) No person shall engage in investment portfolio management without being a licensed portfolio management and if such person is an individual if he is a licensee working in a corporation that possesses an investment portfolio management license. (b1) No person shall engage in investment marketing unless he is a licensed marketing agent; an individual licensed as a marketing agent is entitled to practice investment marketing either as a self-employed individual or as an employee of a company that holds marketing license, or portfolio management license, which also engages in marketing, or as an employee or a partner in a partnership that is a licensed marketing agent.

5 5 (b2) (c) (d) Rules of Subparagraph (b1) not withstanding, an institutional body may engage in investment marketing of the financial assets managed or issued by it, and of those assets only, even though it doesn't hold a marketing license. However, those engaging in financial marketing in its behalf must be licensed marketing agents. An institutional body engaged in investment marketing in accordance with this Subparagraph will come under the rules of chapters C, and E to G pertaining to licensed marketing agents. Notwithstanding the stipulations of Subparagraphs (a) and (b1), a licensed portfolio manager may engage in investment advice or in investment marketing, but only in one of the two. However, if the portfolio manager is a corporation affiliated with an institutional body or a licensed investment marketing agent, it will not be entitled to engage in investment advice. When operating as an investment advisor outside of the framework of portfolio management, a portfolio manager will be subject to the same stipulations of the law applicable to licensed investment advisors, and when engaging in investment marketing, will be subject to the stipulations in the law applicable to licensed marketing agents. The provisions of Subparagraphs (a) to (b1) may not prevent- (1) an intern for the receipt of a license under this Law, from working under the supervision of a licensee in the manner and under the conditions set out in the Regulations, provided that such person may not engage in investment advice or investment marketing and may not manage investment portfolios; (2) an unlicensed person from working under the supervision of a licensee, provided that such a person may not engage in investment advice or investment marketing and may not manage investment portfolios. 5 (3) a licensee, as defined under the Retirement Savings Advice and Marketing Law, to provide retirement savings advice or marketing, as relevant, as defined by the aforementioned law in regard to a financial product as defined by the same law, which is also a financial asset. Activities That Do Not Require Licensing [Amended: ] 3. (a) The following activities do not require a license under this Law: (1) (repealed); (2) (repealed); (3) investment advice or investment portfolio management for others provided they do not exceed five in number during one calendar year, by a person that doesn't engage in investment advice or

6 6 (1a) (2a) investment portfolio management as part of his work for a licensed or banking corporation; (4) investment advice in the communications media; (5) investment advice given by a person by virtue of his being a member on the investment committee of a corporation or a member of a board of directors only to that corporation as part of the fulfillment of his function as a member of such committee or board; (6) management of the investment portfolio of a corporation by a person doing so as part of his position in such corporation; (7) investment advice or investment portfolio management for a spouse, parent or child of one of these; (8) investment advice by a corporation whose principle business is the assessment of the value of a corporation, provided that it does not engage in any other investment advice or in portfolio management; (9) investment advice or investment portfolio management by an accountant, lawyer or tax consultant that is auxiliary to the provision of client services in such profession; (10) investment portfolio management by a person appointed by order of a competent court or tribunal to deal with the assets of another as part of the performance of his duties; (11) investment advice to a corporation which is classified as a type defined in the first addition to Securities Law. Notwithstanding the provisions of Subparagraph (a)(3), whoever is providing investment advice or investment portfolio management,as aforesaid in that Subparagraph, and does not possess a license in accordance with this law (1) rules of chapter 3 or 4, according to the matter, will apply to him as if he was in possession of a license; (2) will notify a client, to whom he is providing investment advice or services of investment portfolio management, prior to signing a contract with him, that he is not a licensee, and if he was a licensee in the past will state the reasons for his license termination, as well as indicate if he has an insurance as is required from the licensee, in accordance with this law. Notwithstanding the provisions of Subparagraph (11)(a), whoever is providing investment advice, as aforesaid in that Paragraph, and does not possess a license in accordance with this law (1) rules of chapter 3, with the exclusion of Paragraphs 13, 14, 16 and 18, will apply to him as if he was in possession of a license; (2) will notify a client, to whom he is providing investment advice, prior to signing a contract with him, that he is not a licensee, and if he was a licensee in the past will state the reasons for his license termination, as well as indicate if he has an insurance as is required from the licensee, in accordance with this law.

7 7 (b) (c) Notwithstanding the provisions of Subparagraph (a), investment advice in the communications media, whether by a licensee or by a person who does not possess a licensee, shall include a notice from the person giving the advice as to whether or not he has a personal interest in the matter, and a notice that the advice given is not a substitute for advice that takes into account the special circumstances and needs of each person. Rules of Paragraphs 13, 14, 16 and 18 will not apply, in regard to investment advice given by a licensee to a corporation, as aforesaid in Subparagraph (11)(a). Prohibited Acts by Licensee [Amended: )] 4. (a) An individual licensee may not hold nor purchase securities for himself. (b) An individual investment portfolio manager may not manage investment portfolios for a relative or for a corporation in which he or his relative has control. (c) The prohibition in Subparagraphs (a) or (b) may not apply in respect of the following: (1) securities issued by the State of Israel; (2) securities issued by the corporation for which the licensee or his spouse works (in this Paragraph and in Paragraph (2a) and (2b) licensee) or securities issued by the corporation that controls aforesaid corporation, and that were offered to a licensee as part of the compensation program for employees in accordance with Paragraphs15b(1) or (2) of the Securities Law, provided a licensee transferred these securities within seven days of the purchase, into a blind trust, and in case limitations were applicable to the sale of these securities, in accordance with Paragraph 15c(a)(1) of the Securities Law, within seven days of the expiration period that was defined in accordance with the same Paragraph; if a licensee keeps the acquired securities, as aforesaid in this Paragraph, those said securities together or separately with securities as aforesaid in Paragraphs (1), (2a), (2b), (3), (4), (6) or (7), may not be transferred to a blind trust by a licensee however rules in accordance with Paragraph 52I(b) of the Securities Law will apply to their sale, with the required amendments; (2a) Securities held by a licensee in a corporation, at the time that a corporation had offered its securities to the public for the first time, and this matter (a) rules under Paragraph (2), with required amendments, will apply, to a transfer of securities into aforesaid blind trust, if a licensee does not hold aforesaid securities in a blind trust, rules under Paragraph 15 will apply to the sale or investment advice of aforesaid securities; 7

8 8 (2b) (b) rules of Subparagraph (a) notwithstanding, if a licensee is an interested party and an employee or an interested party and an executive officer in a said corporation, he is entitled not to transfer securities to a blind trust and is entitled to conduct transactions, for himself, in said securities; in aforesaid case the licensee will not advise and will not conduct transactions for his clients in aforesaid securities of an aforesaid corporation, and will immediately notify all his clients about him being an interested party in an aforesaid corporation and about him being prevented from providing advice or conducting transactions for them in aforesaid securities; (c) rules under this Paragraph will apply to possession of securities in one corporation only or in a corporation connected to it; securities of a corporation that were held by a licensee prior to him acquiring a license, provided a licensee has transferred these securities within seven days from his coming into possession of a license, into a blind trust and in case limitations were applicable to the sale of these securities, in accordance with Paragraph 15c (a)(1) of the Securities Law, within seven days of the expiration period that was defined in accordance with the same Paragraph; however if a licensee is an interested party and an employee or an interested party and an executive officer in aforesaid corporation, he is entitled to transfer securities into a blind trust as well as to conduct transaction for himself in aforesaid securities; in case a licensee will not advise and conduct transactions for his clients, in regard to securities of an aforesaid corporation, and will immediately notify all his clients about him being an interested party in this corporation and therefore is prevented from providing advice or conducting transactions for them in aforesaid securities; rules of this Paragraph will apply in regard to ownership of securities in one corporation only or in a corporation connected to it; (3) units in an open mutual fund; (4) investments in provident funds; (5) securities purchased by a trustee in a blind trust and held for the benefit of an individual licensee by such trustee. (6) foreign securities issued by a corporation that does not have securities registered for trade on the Stock Exchange, and that a registered trade value of its securities is higher than a sum equal to two hundred million American dollars in NIS, or another sum stipulated by the decree of Minister of Finance, in accordance with the advice given by the ISA or in consultation with it and with the approval of the Financial committee of the Knesset; in this case- "foreign securities" with the exception of securities or units of a fund listed outside Israel;

9 9 "registered value" amount of foreign securities issued for trade by a corporation, in a place where they were bought, multiplied by the closing price of these securities by the end of a trading day, prior to the trading day on which they were bought; 8 (7) ILN (Index Linked Notes). Application for License 5. (a) A person seeking to engage in investment portfolio management, investment marketing or in investment advice shall apply to the ISA for the appropriate license. (b) The applicant shall include in his application for a license, documents and reports prescribed by the Minister of Finance after a consultation with the ISA, as set out in Subparagraph (a), (c) The ISA may request additional details, documents or reports from the applicant, if it is of the opinion that such are necessary, for the purpose of its decision on the application. Decision of the ISA on Applications [Amended: "Bahar Act"] 6. Where the ISA is of the opinion that an application should be approved, it shall grant a license to the applicant; where the ISA is of the opinion that conditions should be stipulated in the license, or that the application should not be approved, it may notify the applicant of its reasons and shall give the applicant an opportunity to make submissions before it, prior to handing down its decision. Conditions for Granting Investment Advisor and Investment Marketer Licenses 7. (a) The ISA shall grant an advisor s license or a marketer's license, as applicable, to an individual applicant the following conditions in respect to such an applicant are satisfied: (1) he/she is at least twenty-one years old; (2) he/she is an Israeli citizen or resident; (3) he/she has not been convicted of an offense; (4) he/she has passed professional examinations, the subjects and procedures of which are prescribed in the Regulations; (5) he/she has completed an internship for the period of time and manner as prescribed in the Regulations; (6) he/she complies with the conditions and amounts prescribed in the Regulations regarding insurance: (b) The ISA shall grant an advisor s license or a marketer's license, as applicable, to an applicant that is a partnership, if it is satisfied that the following exist in respect to such an applicant: (1) the partners are licensees; 9

10 10 (2) the partnership has undertaken that the persons who will be engaged in rendering investment advice or investment marketing on its behalf are its employees or partners, and are licensees; (3) the partnership meets the conditions and amounts prescribed in the Regulations with regard to insurance: (c) The ISA shall grant an advisor s license or a marketer's license, as applicable, to an applicant which is a company if the applicant is satisfied that the following conditions: (1) the company has undertaken that the persons engaged in rendering investment advice or investment marketing on its behalf are its employees and are licensees; (2) the company has undertaken that no person whom it knows to have been convicted of an offense shall serve as its executive officer; (3) the company's equity is not less than the amount prescribed in the Regulations; (4) the company has insurance, or a bank guarantee, or a deposit, or securities in the relative and absolute amounts, and under the conditions prescribed in the Regulations; (5) the company does not engage in underwriting. (c1) The ISA may not grant an advisor's license to an applicant, even though this applicant complies with the rules under Subparagraphs (a) to (c), if he falls under one of the following categories: (1) a holder of marketing license or an institutional body; (2) retirement savings agent, as stipulated under the Retirement Savings Advice and Marketing Law; (3) insurance agent; (4) a person controlling or holding more than 10% of any means of control in one of those designated in Subparagraphs (1) to (3); (5) a person controlled by one of those designated in Subparagraphs (1) to (4). However a banking corporation controlled by a controlling stakeholder of an institutional body or by person holding more than 10% of any means of control in an institutional body, will be entitled to engage in investment advice, subject to conditions set by the Chairman of the ISA to prevent the abuse of conflict of interests in rendering investment advice, and solely contingent on the proscription that the aforesaid banking corporation be forbidden to render advice regarding financial assets with which the aforesaid institutional body is affiliated; (6) an officer or employee of those designated in Paragraphs (1) to (5). (c2) The ISA may not grant a marketing agent license to an applicant, even though he complies with the rules under Subparagraphs (a) to (c), if he falls under one of the following categories: (1) licensed investment advisor (2) banking corporation, with the exclusion of a bank or a foreign bank stipulated in Paragraph 27I of the Banking Law (Licensing);

11 11 (d) (d1) (e) (f) (3) retirement savings advisor as defined in the Retirement Savings Advice and Marketing Law; (4) a person controlling one of the designated in Paragraphs (1) to (3) (5) a person controlled by one of the designated in Paragraphs (1) to (4) (6) an officer or employee of those designated in Paragraphs (1) to (5) The ISA may refuse to grant an advisor license or a marketing agent license, as applicable, to an applicant for any one of the following: (1) the same reasons as it is authorized to cancel or suspend a license under this Law (2) if it is believed that circumstances exist, which render the applicant unfit to hold an investment advisor or investment marketing agent license, as applicable, pertaining to professional requirements, and in case of a corporation circumstances exist, as mentioned above, in regard to one of its corporate officers or controlling stakeholder; (3) if a criminal investigation is conducted against him as suspect of an offence designated in the definition "found guilty of a crime". The ISA's ruling according to Subparagraph (d) will be subject to the stipulations of Paragraph 10(f) with the required changes; Rules for the purposes of Subparagraphs (a)(4) through (6), (b)(3) and (c)(3) and (4) shall be made by the Minister of Finance, either in general or in respect to classes of applicants, in consultation with the ISA and with the consent of the Finance Committee of the Knesset. The Minister of Finance may, at the suggestion of or upon consultation with the ISA and with the consent of the Knesset Finance Committee, prescribe cases in which the applicant shall be exempt from the duty to undergo an internship or to pass examinations, or both. Exemption from Examination and Internship Requirements in the Conversion of an Investment Advice or Investment Marketing License 7A. A licensed individual relinquishing his/her advisor license and applying for a marketing agent license, as well as a licensed individual relinquishing his/her marketing agent license and applying for an investment advisor license, will be exempt from the required internship and examinations stipulated under Paragraphs (7)(a)(4), for the purpose of acquiring the requested license. Conditions for Granting a Portfolio Manager License [Amended: )] 8. (a) The ISA shall grant a portfolio manager s license or a marketer license to an applicant who is an individual if it finds that the following exist in respect of such applicant: (1) he is at least twenty-one years old; (2) he is an Israeli citizen or resident; (3) he has not been convicted of an offense;

12 12 (4) he has passed professional examinations the subjects and procedures of which are prescribed in Regulations; (5) the applicant has acted as an investment advisor for the period and in the manner prescribed in the Regulations; (6) the applicant meets the conditions and amounts prescribed in the Insurance regarding regulations: (b) The ISA shall grant a portfolio manager s license to an applicant that is a corporation it is satisfies the following: 10 (1) the corporation does not engage in underwriting and engages only in investment portfolio management, investment advice or investment marketing, the execution of transactions on the Stock Exchange, and in the execution of incorporating acts required for such end; for this purpose, incorporating acts including investment in various types of deposits in Israeli currency or foreign currency, and investment in savings plans approved by the Minister of Finance and the Knesset Finance Committee under the Encouragement of Savings, Income Tax Reductions and Loan Guarantees Law, ; (2) the corporation has undertaken that the persons who will be engaged in the management of portfolios on its behalf are employees of the corporation, who are portfolio management licensees; (3) the corporation has undertaken that no person whom it knows to have been convicted of an offense shall serve as its executive officer, as well as how's license were annulled or suspended in accordance with Paragraph 35(A)(4) or (5) for the period of suspension or annulment, in accordance with the matter; (4) the equity of the corporation is not less than the amount prescribed in the Regulations; (5) the corporation has insurance, a bank guarantee, a deposit, or securities in the amounts, at the rates and under the conditions prescribed in the Regulations; (c) The ISA may refuse to grant a portfolio manager s license to an applicant for any of the following reasons: (1) the same reasons as it is authorized to cancel or suspend a license under this Law. (2) if it is believed that circumstances exist, which render the applicant unfit to hold a portfolio manager license, as applicable, pertaining to professional requirements, and in case of a corporation circumstances exist, as mentioned above, in regard to one of its corporate officers or controlling stakeholder; (3) if a criminal investigation is conducted against him as suspect of an offence designated in the definition "found guilty of a crime". (c1) The ISA's decision according to Subparagraph (c) will come under the rules of Paragraph 10(f) with the required changes;

13 13 (d) (e) Regulations for the purposes of Subparagraphs (a)(4) through (6) and (b)(4) and (5) shall be made by the Minister of Finance, either in general or in respect of classes of applicants, in consultation with the ISA and with the consent of the Knesset Finance Committee. The Minister of Finance may, at the suggestion of or upon consultation with the ISA and with the consent of the Knesset Finance Committee, define cases in which the applicant shall be exempt from an internship period or from examinations, in whole or in part, or both. 8A. The ISA may grant a license, in accordance with this law, to an individual, even though rules of Paragraph 7(A)(4) or (5) or in Paragraph 8(A)(4) or (5), in accordance with the matter, do not apply to him if it was convinced that for special reasons he is eligible to receive the aforesaid license, by taking into consideration his education and work experience. Activity by Banking Corporation 9. (a) A banking corporation is not entitled to engage in portfolio management. (b) A bank as well as any other banking corporation, as permitted under the Banking (Licensing) Law are entitled to engage in rendering investment advice without having to obtain a license as stipulated in this (Regulation of Investment Advice, Investment Marketing and Portfolio Management) Law, providing that conditions stipulated in Paragraph 7(c1) do not apply to it, with the exception of the condition stipulated under subparagraph (4) regarding the holding of more than 10% of any type of means of control in an institutional body that is an insurer, or pertaining to their control of an insurance agent as stipulated in Paragraph 11(b)(2) of the Banking (Licensing) Law. However, those engaging on their behalf in investment advice shall all be their employees and shall be licensed investment advisors; Bank a corporation that has received a bank license under Paragraph 4 of the Banking (Licensing) Law. (c) The provisions of Chapter 3 and Paragraph 25(b) that apply to a licensed advisor will also apply to a bank or any another banking corporation engaged in investment advice as set out in Subparagraph (b). (c1) A banking corporation as defined in Paragraph 7(2c)(2), is not entitled to engage in investment marketing; however said banking corporation and its employees, which are licensed advisors, are entitled to engage in the marketing of structures, options or futures issued by the same banking corporation, despite the fact that they are not licensed marketing agents. Their activities in this capacity will be subject to the rules of Chapter 3 and Paragraph 25(b1) that apply to licensed marketing agents. (d) No person shall serve as an executive officer of a licensee corporation, which is an associated corporation of a banking corporation if he serves as an executive officer or is an employee in the banking corporation or in

14 14 (e) (f) another associated corporation thereof; for this purpose, employee an employee employed at a banking corporation or its associated corporation, including an employee on unpaid leave. The Supervisor of Banks may exempt a person from the application of subparagraph (d), in whole or in part, if the equity of the banking corporation to whom the licensed corporation is an associated corporation is lower than the amount prescribed by the Supervisor and promulgated in the Reshumot. Rules under Paragraph 2(c) not withstanding, a corporation licensed to engaged in portfolio management, which is affiliated with a banking corporation, as defined under Paragraph 7(2c)(2), is not entitled to engaged in investment marketing, except as stipulated in Subparagraph(c1); Cancellation or Suspension of License 10. (a) The ISA may cancel a license after having given the licensee the opportunity to make submissions to it, if one of the following exists in respect of the licensee: (1) the license was granted on the basis of false information; (2) he has ceased to meet one of the conditions upon which the license was granted ; (3) he has breached one of the conditions of the license; (4) a court or the disciplinary committee under this Law have held that the licensee has breached a provision of this Law or of any other law dealing with securities; (5) he has been declared bankrupt, and has not yet been awarded a discharge under Paragraph 62 of the Bankruptcy Ordinance, or legally incompetent, and in a case of a corporation, a temporary liquidation order has been issued against it or a receiver has been appointed, or the corporation has adopted a resolution to voluntary dissolve. (a1) The ISA is entitled to revoke a license, after a licensee is given the opportunity to present his case, if the Disciplinary Committee so determines, in response to a complaint submitted by the ISA to it, claiming that under existing circumstances exist the ISA would be entitled to refuse issuance of the license, as stipulated in Paragraphs 7(d)(2) or 8(c)(2); (b) A licensee who has ceased to engage in the activity specified by the license may apply to the ISA in writing asking to have its license cancelled or suspended for such period as the licensee may request. (c) Where an indictment has been filed against a licensee for which he is liable to be convicted of an offense, or where an application has been made to have the licensee declared bankrupt, and if the licensee is a corporation, an application has been filed for the issue of a winding-up order or for an order appointing a receiver, the ISA may, after the licensee

15 15 (d) (e) (f) (g) has been given an opportunity to make submissions to it, suspend his license pending the termination of proceedings. A licensee whose license has been suspended may not be entitled to engage in investment advice, investment marketing or portfolio management for the duration of the suspension period. Notice of cancellation or suspension of a license shall be published either by the ISA or by a licensee, in accordance with the ISA instructions. (repealed). A licensee whose license has been revoked but the cause for the revocation has been remedied may request that the ISA renew the license; the provisions of Paragraphs 7 and 8 shall apply, mutatis mutandis, to the renewal of the license,. Chapter 3: Fiduciary Duties and Duties of Investment Advisors, Investment Marketing Agents and Portfolio Managers Fiduciary Duties 11. (a) A licensee shall act for the benefit of his clients, with good faith and diligence, may not prefer his own personal interests or those of another to the good of his clients, and may not prefer the interests of one client to those of another client. (b) A client s approval, whether in advance, in writing or orally, whether to a particular transaction or to types of transactions, may not exempt a licensee from his obligations under this Chapter, unless otherwise expressly stated in this Law. Compatibility of Service to Needs of Client 12. A licensee should, as far as possible, render the advice or marketing he provides to his clients, as well as the nature of transactions that he executes for them, compatible with the needs and instructions of each client, after clarifying with the client the purposes of the investment, the client s financial situation including the client s securities and financial assets, and the rest of the requisite circumstances, to the extent that the client has agreed to provide such information. Agreement in Writing [Amended: ] 13. (a) A licensee shall draft a written contract with the client and shall provide him with a copy thereof, prior to the commencement of provision of the service.

16 16 (b) The contract shall include those matters required for the purpose of the agreement, including the following matters: (1) details of identification and data of client; (2) the client s needs and instructions as set out in Paragraph 12; (3) the fees and refund of costs that the client will be charged and the method of calculating these; (4) a statement to the effect that the client may at any time rescind the agreement with the licensee; (5) a statement regarding the possibility (or lack thereof) of providing advice or marketing by telephone; (6) a provision to the effect that the client is aware that the duty of confidentiality imposed upon the licensee is subject to the licensee s obligation to provide information under law; (7) in respect of a licensee that is a member of a Stock Exchange, a provision to the effect that the client is aware that the agreement is subject to the duties of members of a Stock Exchange, in accordance with the bylaws of the Stock Exchange pursuant to the Securities Law; (8) if a licensee is exempt from examinations as set out in Paragraph 48, express reference to this fact. (c) A contract between a portfolio manager and his client shall in addition include the following: (1) a power of attorney setting out the scope of the powers and discretion granted to the portfolio manager, including a statement as to the method of management of the investment portfolio, be it by way of blind trust or otherwise; (2) the possibility of obtaining credit for the client and the conditions thereof, or the lack of such possibility; (3) provisions regarding classes of securities and financial assets to be included in the investment portfolio, and the proportion of each class in relation to the value of the portfolio, or a provision to the effect that these matters are to be determined by the portfolio manager at his discretion; (4) authority to purchase securities, options or futures contracts at a price higher than the known Stock Exchange price on the date of acquisition, and authority to sell such assets at a price lower than the known Stock Exchange price on the date of sale, or the denying of authority to acquire or to sell in the aforesaid manner. (5) in regard to portfolio managers that are corporations affiliated with an institutional body or marketing agent, and in regard to portfolio managers engaged in investment marketing the items that must be brought to the client's attention as stipulated in Paragraph16A(a);

17 17 (c1) (d) (e) (f) An agreement between a marketing agent and a client will include items that must be brought to a client's attention as stipulated in Paragraph16A (a); The details set out in Subparagraph (b)(1) and (2) shall be updated whenever the client notifies a change in them, and a copy of the updating document shall be delivered to the client; where the client does not notify of such a change for a period of one year, the licensee shall initiate the update of the aforesaid details. The stipulation of a condition in a contract exempting a licensee from the liability imposed upon him under this Law or under any other law, regarding the manner in which the licensee is to fulfill his function, or limiting the liability of the licensee, shall be void. Minister of Finance, in consultation with the ISA and with the approval of the Financial Committee of the Knesset, may determine rules in regard to drafting an agreement between a licensee and a client, its outline and the way it is submitted to a client, as well as in 14 regard to other matters that should be included in the aforesaid agreement, generally or in accordance with a category of agreement, he also may determine categories of agreements that do not have to include a subject from the subjects regulated under Subparagraph (b) or (c). Fair Disclosure 14. (a) An investment advisor or a marketing agent will disclose to the client, fair disclosure regarding all matters material to the investment advice or investment marketing rendered by the licensee and to a proposed transaction. (b) Without detracting from the generality of the provisions of Subparagraph (a), the Minister of Finance may, upon consultation with the ISA, prescribe subjects that will be deemed material to investment advice, marketing or a transaction and set rules regarding the manner of their disclosure. Conflicts of Interest 15. (a) When a licensee becomes aware of a conflict of interest between himself or the licensed corporation in which he is employed or is a partner, and a client, be it in the general provision of service to the client in question or in respect of a particular transaction, the licensee must notify the client, in writing, of the existence of such conflict of interest, and refrain from any act in which there is a conflict of interest, unless the client has agreed to such in writing in advance, in respect of that transaction. (b) Without detracting from the generality of the provisions of Subparagraph (a), the Minister of Finance may, upon consultation with the ISA, prescribe circumstances that will be deemed to be conflicts of interest. Prohibition of Preference 16. (a) In providing investment advice or managing investment portfolios a

18 18 (b) (c) (d) licensee may not prefer his own securities or financial assets, or those of an associated corporation of the corporation in which he is an employee or partner, due to such relationship. A portfolio manager may not order for a client, securities underwritten by the portfolio manager s associated corporation, or by an associated corporation of the corporation in which he is an employee, unless the client agreed to such in advance in writing; the portfolio manager shall report to the client regarding such an order within 30 days of the date of effecting it. A portfolio manager may not acquire for a client securities underwritten by a portfolio manager s associated corporation, or by an associated corporation of the corporation in which he is an employee, until a period of three months has passed from the date of performance of the underwriting obligation, unless the client has agreed to such in writing in advance, in regard to a particular transaction; where a period of more than three months has passed but no more than six months have passed since the date of performance of the underwriting obligation, the portfolio manager is entitled to acquire such securities for a client, if the client has agreed to such in writing in advance; a portfolio manager shall report such an acquisition to the client within 30 days of the date of executing it. An acquisition as set out in Subparagraphs (b) and (c) shall be executed on the Stock Exchange or at a price of no more than the known Stock Exchange price on the date of acquisition. Fair disclosure, Conflicts of Interests and Bias in Investment Marketing. 16A. (a) Without detracting from the generality of the rules stipulated in Paragraph 14, the following will apply to a marketing agent, portfolio manager which is a corporation affiliated with an institutional body or to a marketing agent and portfolio manager engaged in investment marketing: (1) every one of them will notify their clients, everywhere they conducts business and in any place the Chairman of the ISA shall instruct, in a clear and conspicuous sign or by any other means designated by the Chairman of the ISA of the fact that they are engaged in investment marketing and not in investment advice, or of their being a corporation affiliated with an institutional body or marketing agent, as applicable, regarding institutional bodies with which they have an affiliation with their financial assets. (2) Each and every one of them will inform their clients, in a language clear to the latter, both orally and by means of a written document, which will be delivered to the client prior to entering into a agreement with him; and will post on their websites, the stipulations of Subparagraph (1) above, the nature of his affiliation with the financial assets and his bias favoring these assets. The Minister of Finance in consultation with the ISA and with the approval of the Finance Committee of the Knesset, may set rules the level of detail required in the written document and in the

19 19 Internet postings prescribed in this Subparagraph, regarding affiliations that constitute benefits, as indicated above in Subparagraph (2), including the type and scope of the benefit as well as the manner in which it is calculated. (b) (c) The rules stipulated in Paragraphs 11(a) and 16(a) notwithstanding, marketing agents, portfolio managers that are corporations affiliated with an institutional body or with a marketing agent and portfolio managers engaged in investment marketing, is entitled within the framework of their investment marketing or portfolio management activities, as applicable, to prefer a financial asset with which they are affiliated, over other financial assets similarly suitable to the client and with which they have no affiliation, as long as all disclosure requirements in regard to a client, have been fulfilled, as stipulated Subparagraph (a). an affiliations of marketing agents or portfolio managers with a financial asset will not be considered a conflict of interest between them and their client with regard to the stipulations of Paragraph 15; Prohibition on Incentives [Amended: ] 17 (a) Licensees, or any other person acting for them or on their behalf, may not receive any benefit, directly or indirectly, in relation to investment advice, investment marketing, or execution or non-execution of a transaction, except for fees and reimbursement of costs from a client as stipulated in the contract per Paragraph 13(b)(3). (b) The stipulations of Subparagraph (a) above will not apply to the following: (1) investment advice, investment marketing, the execution or nonexecution of a transaction by licensees in securities issued by them or by persons controlled by them; (2) investment marketing, execution or non-execution of a transaction or by licensees in financial assets with which licensees are affiliated; (3) reimbursement of purchase or sales commissions to a portfolio manager from a stock exchange member, for executing a given transaction or several transactions of which the given transaction is part, providing that the client for whom the transaction was executed gave prior written agreement to receive the aforesaid reimbursement and specified its rate; (4) receipt of distribution commissions from portfolio managers to persons who are not marketing agents, for executing transactions, and only if the client, for whom a transaction was executed, gave prior written agreement to receive the commission and specified its rate, and stated that this distribution commission conforms to rules stipulated in Paragraph 82(b) of the Joint Investment in Trust Law.

20 20 (c) (d) (e) (5) receipt of a commission by an investment advisor that is paid by a management company as stipulated in Paragraph 32(e)(2) of the Regulation of Provident Funds Law, for the execution of a transaction in a professional training fund (keren hishtalmout), and only if the client for whom the transaction was executed gave prior written agreement to receive the commission and specified its rate, and that this rate is not contingent on the identity of the management company from which it is received. A licensed investment advisor or a licensee that is a banking corporation engaged in investment marketing, may not give any its employees, branch offices, or departments any benefit related to investment advice, investment marketing, the execution or non-execution of a transaction, as applicable, if said benefit takes the identity of the issuing party whose securities are the subject of the advice, marketing or transaction, or the identity of the party affiliated with the financial assets which are the subject of the advice, marketing or transaction into consideration. Calculations of fees and reimbursements charged to a client for investment advice will be conducted independent of the issuing party's identity or affiliation with the financial assets for which advice is rendered, and independent of the client's payment to that party. In this Paragraph, "a licensee" includes a person controlling it or controlled by it, as well as an officer in one of these and an employee of one of these. Prohibition Against Investment Advice and Transactions Pertaining to Certain Financial Assets 17A. Investment advisors, or persons acting on their behalf in this capacity, may not render advice and may not execute transactions in financial assets affiliated with an institutional body that holds ten percent of the means of control in the advisor; for this purpose, "institutional body" includes a person controlling it or controlled by it. Limitations on Unconventional Agreements with Investment Advisors 17B. (a) Investment advisors may not contract with an institutional body to provide services outside their regular scope of business, that does not conform to market conditions or that may materially affect the investment advisor's earnings, assets or liabilities (in this Paragraph "unconventional agreement"), without obtaining prior written agreement from the Chairman of the ISA, and if an investment advisor is a banking corporation from the Supervisor of Banks. (b) The receipt of proceeds by an investment advisor from an institutional body, in accordance with an agreement for the provision of services, which is not an unconventional agreement, or in accordance with an authorized unconventional agreement as stipulated in

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